Johan Wedell-Wedellsborg
About Johan Wedell-Wedellsborg
Independent Class III director at Y-mAbs Therapeutics (term expires at the 2027 annual meeting). Age 55. He has served on the Board since September 2015. Background: Owner and Chairman of Weco A/S (since May 2001) and majority owner of WG Biotech ApS, a principal stockholder of Y-mAbs. Board has determined him independent under Nasdaq rules. Current committee roles: Chair, Nominating & Corporate Governance Committee (effective May 29, 2025) and member, Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Y-mAbs Therapeutics, Inc. | Director (Class III) | Sep 2015–present; term to 2027 AGM | Chair, Nominating & Corporate Governance Committee (from May 29, 2025); member, Audit Committee |
| Weco A/S | Owner and Chairman | May 2001–present | Weco invests in shipping, biotech, real estate, and financial services |
| WG Biotech ApS | Majority owner | Not disclosed | Principal stockholder of Y-mAbs |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Weco A/S | Private | Owner & Chairman | Investments across shipping, biotechnology, real estate, financial services |
| Other public company directorships (past 5 years) | — | — | None disclosed in Y-mAbs proxy (bios list public boards if any) |
Board Governance
- Independence: Board determined he is an “independent director” under Nasdaq Rule 5605(a)(2).
- Committee assignments (2024 activity shown; current roles noted):
- Audit Committee: Member; 2024 meetings held: 4.
- Nominating & Corporate Governance Committee: Appointed member and Chair effective May 29, 2025; 2024 meetings held: 2.
- Board activity/attendance: Board met 8 times in 2024; each director attended at least 75% of combined Board and committee meetings; independent directors held 2 executive sessions.
Fixed Compensation
| Component (Director, 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $60,000 |
Director cash retainer schedule (policy in effect during 2024; unchanged from 2023):
- Board member retainer: $50,000
- Committee retainers: Audit member $10,000 (Chair +$20,000); Compensation member $7,500 (Chair +$15,000); Nominating & Governance member $5,000 (Chair +$10,000)
Note: His $60,000 cash aligns with Board retainer ($50,000) plus Audit Committee member fee ($10,000) in 2024.
Performance Compensation
| Equity (Director, 2024) | Grant-date Fair Value | Vesting Terms |
|---|---|---|
| Stock Awards (RSUs) | $41,975 | RSUs vest in full on earlier of 1 year or day before next annual meeting, subject to service |
| Option Awards | $125,817 | Options vest in 12 equal monthly installments over 1 year, subject to service |
Equity policy developments:
- April 2024: Non-employee director annual equity awards set by value: Option $127,500 (monthly vest over 1 year) + RSU $42,500 (vest by next AGM). Initial director awards set by value: Option $255,000 (monthly vest over 3 years) + RSU $85,000 (quarterly vest over 3 years).
- March 2025: Annual equity awards revised to equalize mix by value: Option $122,000 (monthly vest over 1 year) + RSU $122,000 (vest by next AGM).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed (past five years) |
| Private boards/roles | Owner & Chairman, Weco A/S |
| Interlocks with customers/suppliers/competitors | None disclosed in the proxy |
Expertise & Qualifications
- Financial/investment experience via Weco’s investing activities; Audit Committee service further supports financial oversight.
- Board skills matrix indicates broad competencies (e.g., strategic planning, corporate governance, international markets, senior leadership, public company board experience).
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Total beneficial ownership | 4,715,553 shares (10.4% of outstanding) |
| Shares outstanding (for % calc) | 45,295,794 (as of May 23, 2025) |
| Held via WG Biotech ApS | 4,559,233 shares (Mr. Wedell-Wedellsborg is the majority owner with sole voting/dispositive power) |
| Directly owned | 2,330 shares |
| Options/rights exercisable or vesting within 60 days | 153,990 shares |
| Outstanding director awards at 12/31/2024 | RSUs: 3,495; Options: 150,495 |
| Pledging/hedging | Company policy prohibits pledging and hedging of Company securities by directors and officers. No pledges disclosed in the proxy. |
Governance Assessment
-
Strengths
- Significant ownership (10.4%) aligns interests with shareholders; he is majority owner of a principal stockholder (WG Biotech ApS).
- Independent director with leadership role (Chair, Nominating & Corporate Governance Committee) and Audit Committee service, supporting governance and oversight.
- Clear related-person transaction policy with Audit Committee oversight; Audit reviews/approves related-person transactions.
- Risk controls: insider trading policy prohibits pledging/hedging; Board conducts executive sessions of independent directors.
- Shareholder support context: 97% say‑on‑pay approval at 2024 AGM indicates broad investor confidence in governance/compensation framework.
-
Potential risks/monitoring points
- Concentrated influence: As majority owner of a principal stockholder and Chair of Nominating & Governance while on Audit, independence has been affirmed by the Board, but ongoing monitoring for potential conflicts is warranted; any related-person transactions would fall under the Audit Committee policy.
- No specific related-party transactions disclosed in the proxy; continue to review future filings for any transactions involving WG Biotech ApS or Weco A/S.
Note: All facts above are drawn directly from Y‑mAbs’ 2025 DEF 14A (filed May 30, 2025).